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TMI Blog2015 (5) TMI 369X X X X Extracts X X X X X X X X Extracts X X X X ..... any no. 1) and M/s. Keshav Techinfo Private Limited (hereinafter referred to as the transferor company no. 2) with M/s. Girdhari Fin-Lease Private Limited (hereinafter referred to as the transferee company). 2. The registered offices of the transferor and transferee companies are situated at New Delhi, within the jurisdiction of this court. 3. The transferor company no. 1 was originally incorporated under the Companies Act, 1956 on 7th December, 2005 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of Vee Kay Canpack Private Limited. The company changed its name to Madhusudan Corporate Advisors Private Limited and obtained the fresh certificate of incorporation on 12th January, 2011. 4. The tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ee companies have been filed on record with the joint application, being CA(M) 149/2014, earlier filed by the petitioners. The audited balance sheets, as on 31st March, 2014, of the transferor and transferee companies, along with the report of the auditors, had also been filed. 10. A copy of the Scheme of Amalgamation has been placed on record and the salient features of the Scheme have been incorporated and detailed in the petition and the accompanying affidavit. It is claimed that the proposed amalgamation will result in pooling of financial, commercial and other resources, economies of scale and reduction of overheads of the petitioner companies. It is further claimed that with enhanced capabilities and resources at its disposal, the tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsecured creditors, which are statutorily required for sanction of the Scheme of Amalgamation. Vide order dated 14th November, 2014, this court allowed the application and dispensed with the requirement of convening and holding the meetings of the equity shareholders of the transferor and transferee companies, there being no secured and unsecured creditors of the petitioner companies, to consider and, if thought fit, approve, with or without modification, the proposed Scheme of Amalgamation. 15. The petitioner companies have thereafter filed the present petition seeking sanction of the Scheme of Amalgamation. Vide order dated 26th November, 2014, notice in the petition was directed to be issued to the Regional Director, Northern Region, an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e minimum statutory requirement of Rs. 1,00,000/-. He, however, submitted that the transferee company has given an undertaking that the transferee company shall increase its paid up share capital so that the post merger share capital of the company be more than the minimum paid up share capital as per the provisions of the Companies Act, 2013. In view of the above, the observation raised by the Official Liquidator does not subsist. 17. In response to the notices issued in the petition, Mr. A. K. Chaturvedi, Regional Director, Northern Region, Ministry of Corporate Affairs has filed his report dated 18th February, 2015. Relying on Clause 9 of Part-III of the Scheme, he has stated that, upon sanction of the Scheme of Amalgamation, all the emp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ntioning that the applicant companies have moved a petition before the High Court of Delhi for the purpose of approval of the Scheme of Amalgamation and also categorically mentioned that in case the RBI has any observations/comments, the same may be communicated to the Regional Director within 15 days of the submission of the said letter. The Regional Director, however, confirmed that he has not received any observations/comments from the RBI till the date of filing of his report. In view of the above, the observation raised by the Regional Director does not subsist. 19. No objection has been received to the Scheme of Amalgamation from any other party. The petitioner companies, in the affidavit dated 29th January, 2015 of Ms. Richa Agrawal ..... X X X X Extracts X X X X X X X X Extracts X X X X
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